EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 16^th, 2008 (the “Effective Date”), by and between Dana Holding Corporation, a Delaware corporation (the “Company”) and Gary L. Convis (the “Executive”) (the Company and the Executive, collectively, the “Parties,” and each, a “Party”). In addition to the terms defined elsewhere herein, initial capitalized terms are defined in Section 29.

WITNESSETH:

     WHEREAS, the Executive and the Company desire to enter into this Agreement.

     NOW, THEREFORE, in consideration of the premises and of the covenants and agreements set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Company and the Executive agree as follows:

1.

Employment.

	(a)		The Company will employ the Executive and the Executive will be employed by the Company upon the terms and conditions set forth herein.
	(b)		The employment relationship between the Company and the Executive will be governed by the general employment policies and practices of the Company, including without limitation, those relating to the Company’s Standards of Business Conduct, confidential information and avoidance of conflicts, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement will control.

2.

Term. Subject to termination under Section 9, the Executive’s employment will be for an initial term of 12 months commencing on the Effective Date and will continue through the first anniversary of the Effective Date (the “Initial Employment Term”). At the end of the Initial Employment Term and on each succeeding anniversary of the Effective Date, the Employment Term will be automatically extended by an additional 12 months (each, a “Renewal Term”), unless not less than 30 days prior to the end of the Initial Employment Term or any Renewal Term, either the Executive or the Company has given the other written notice (in accordance with Section 20) of non-renewal. The Executive will provide the Company with written notice of his intent to terminate employment with the Company at least 30 days prior to the effective date of such termination.

3.

Position and Duties of the Executive.

(a)

The Executive will have such duties, responsibilities and authority as may be assigned to the Chief Executive Officer from time to time by the

			Board of Directors of the Company (the “Board”), any committee or person delegated by the Board or the Chairman of the Board of Directors (the “Chairman”) to whom the Executive will report. The Executive will remain a member of the Board of Directors of the Company during the term of this Agreement (although surrendering outside director compensation) and agrees to serve as an officer of any enterprise and/or agrees to be an employee of any Subsidiary as may be requested from time to time by the Chairman or the Board.
	(b)		So long as such activities do not involve a breach of Section 3(a) or Sections 10, 11, 12 or 13 hereof and do not significantly interfere with the performance of his duties hereunder, the Executive may participate in any governmental, educational, charitable or other community affairs during the Employment Term and, subject to the prior approval of the Board in its discretion, serve as a member of the governing board of any such organization. The Executive may retain all fees and other compensation from any such service, and Company shall not reduce his compensation by the amount of such fees. The Executive may not accept any position during the Employment Term with a for-profit enterprise without the prior approval of the Board in its discretion.

4.

Compensation.

	(a)		Base Salary. During the Employment Term, the Company will pay to the Executive an annual base salary of $1,200,000.00 (the “Base Salary”), which Base Salary will be payable at the times and in the manner consistent with the Company’s general policies regarding compensation of the Company’s senior executives. The Base Salary will be reviewed periodically by the Compensation Committee and may be increased (but not decreased, except for across-the-board reductions generally applicable to the Company’s senior executives) from time to time in the Compensation Committee’s sole discretion.
	(b)		Sign-on Incentive. The Company will pay a sign-on incentive to the Executive in the amount of 766,900 common stock options, ten year term, vesting ratably over three years and valued in accordance with the Black-Scholes method based on the current market price of the Company’s shares as of the date he commences employment pursuant to this Agreement. The terms of this Agreement will supersede and take precedence over any terms of the Nonqualified Stock Option Agreement to the extent the terms of the Nonqualified Stock Option Agreement are contradictory or inconsistent with the terms of this Agreement.
	(c)		Incentive Compensation. The Executive will be eligible to participate in any short-term and long-term incentive compensation plans, annual bonus plans and such other management incentive programs or arrangements of the Company approved by the Board or the

Compensation Committee that are generally available to the Company’s senior executives, including, but not limited to, the STIP, and the LTSIP.

	(i)		Annual Performance Bonus. During the Employment Term, the Executive will be eligible to participate in the STIP, with a target bonus of 200% of base salary as may be determined by the Compensation Committee in its sole discretion (an “Annual Bonus Award”).
	(ii)		Long-Term Performance Bonus. During the Employment Term, the Executive will be eligible to participate in any long-term incentive award program with such opportunities, if any, as may be determined by the Compensation Committee.
	(iii)		Incentive compensation, including Annual Bonus Award and any long-term incentive award, if earned, will be paid when incentive compensation is customarily paid to the Company’s senior executives in accordance with the terms of the applicable plans, programs or arrangements.
	(iv)		Pursuant to the Company’s applicable incentive or bonus plans as in effect from time to time, the Executive’s incentive compensation during the term of this Agreement may be determined according to criteria intended to qualify as performance-based compensation under Section 162(m) of the Code.

(d)

Buyout. The Executive will receive a payment of $765, 356.00 for the purpose of making the Executive whole from forfeited compensation from his prior employer.

5.

Benefits.

(a)

During the Employment Term, the Company will make available to the Executive, subject to the terms and conditions of the applicable plans, participation for the Executive and his eligible dependents in: (i) Company-sponsored employee welfare benefit plans, programs and arrangements (the “Employee Plans”) and such other usual and customary benefits in which senior executives of the Company participate from time to time, and (ii) such fringe benefits and perquisites as may be made available to senior executives (including but not limited to inclusion in any future change of control plan or agreement adopted by the Company), provided however, that eligibility for D & O indemnity insurance and other benefits and perquisites available from plans and programs provided specifically to other executive officers will be immediate upon the beginning of his employment with the Company in accordance with the specific terms of such plans and programs.

(b)

The Executive acknowledges that the Company may change its benefit programs from time to time which may result in certain benefit programs being amended or terminated for its senior executives generally.

	6.		Expenses. The Company will pay or reimburse the Executive for reasonable and necessary business expenses incurred by the Executive in connection with his duties on behalf of the Company in accordance with the policies, as may be amended from time to time, or any successor policy, plan program or arrangement thereto and any other of its expense policies applicable to senior executives of the Company, including, but not limited to, temporary living expenses and access to one of the Company’s guest houses as required. Further, the Executive will be reimbursed for reasonable temporary commuting expenses from his residence in California including use of private aircraft up to 30 round trips in accordance with accepted procedures and disclosures. To the extent any benefits received by the Executive under this Section 6 should be imputed as taxable income to the Executive, the Company will pay the Executive an additional amount to alleviate all tax burdens associated with these benefits, including the tax associated with such additional amounts.
	7.		Vacation. In addition to such holidays, sick leave, personal leave and other paid leave as is allowed under the Company’s policies applicable to senior executives generally, the Executive will be entitled to twenty (20) days of paid vacation per year, which vacation days shall accrued and be useable by Executive in accordance with the Company’s standard vacation policies. Upon termination of employment, the Company will promptly pay Executive any unused vacation days.
	8.		Place of Performance. In connection with his employment by the Company, the Executive will be based at the principal executive offices of the Company in the greater Toledo, Ohio area (the “Place of Performance”).
	9.		Termination. For purposes of this Section 9, no payment that would otherwise be made and no benefit that would otherwise be provided upon a termination of employment will be made or provided unless and until such termination of employment is also a “Separation from Service” (as determined in accordance with Section 409A of the Code).

	(a)		Termination by the Company for Cause or Resignation by the Executive. If, during the Employment Term, the Executive’s employment is terminated by Company for Cause, or if the Executive resigns, the Executive will not be eligible to receive Base Salary or to participate in any Employee Plans with respect to future periods after the date of such termination or resignation, except for the right to receive accrued but unpaid cash compensation as provided under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.
	(b)		Termination by the Company Without Cause.

	(i)	If, during the Initial Employment Term or the first six months of the first Renewal Term if the Employment Term is extended, the Executive’s employment is terminated by the Company without Cause, in full satisfaction of the Executive’s rights and any benefits the Executive might be entitled to under this Agreement, the Executive will be entitled to receive from the Company:
		(A)		the Executive’s accrued, but unpaid, Base Salary through the date of termination of employment, payable in accordance with the Company’s normal payroll practices;
		(B)		continuation of his Base Salary in effect immediately prior to the termination of his employment, which payments will be paid to the Executive in equal installments on the regular payroll dates under the Company’s payroll practices applicable to the Executive at the time of termination for the duration of the Payment Period, and each such payment will be a separate payment and not one of a series of payments for purposes of Section 409A of the Code; and
		(C)		a payment of the Annual Bonus Award at target level, as referenced in Section 4(c)(i), for the year in which such Termination without Cause shall occur..

Any obligation of Company to make any payment pursuant to Section 9(b)(i)(B) is conditioned upon the Executive first delivering to Company a release in the form customarily used for the termination of executives (the “Release”) within 30 calendar days after termination of the Executive’s employment, with all periods for revocation expired (the “Release Effective Date”).

(ii)

Following the end of the 18 month period described in Section 9(b)(i), the Executive will be subject to the Company’s normal severance policy applicable to senior executives.

	(c)		Termination by Death or Disability. If the Executive dies or becomes Disabled during the Employment Term, the Executive’s employment will terminate and the Executive or his Executive’s beneficiary or if none, the Executive’s estate, as the case may be, will be entitled to receive from the Company, the Executive’s accrued, but unpaid Base Salary through the date of termination of employment and any vested benefits under any Employee Plan in accordance with the terms of such Employee Plan and applicable law.
	(d)		No Mitigation Obligation. No amounts paid under Section 9 will be reduced by any earnings that the Executive may receive from any other source.
	(e)		Forfeiture. Notwithstanding the foregoing, any right of the Executive to receive termination payments and benefits hereunder will be forfeited

			upon any material breach of Section 10, 11, 12, 13 or 15 by the Executive.
	(f)		Section 409A Delay. Notwithstanding any provisions of Section 9 to the contrary, if the Executive is a “specified employee” (within the meaning of Section 409A and determined pursuant to procedures adopted by the Company) at the time of his Separation from Service and if any portion of the payments or benefits to be received by the Executive under Section 9 upon his separation from service would be considered deferred compensation under Section 409A, then the following provisions will apply to the relevant portion:

	(i)		Each portion of such payments and benefits that would otherwise be payable pursuant to Section 9 during the six-month period immediately following the Executive’s Separation from Service (the “Delayed Period”) will instead be paid or made available on the earlier of (i) the first business day of the seventh month following the date the Executive incurs a Separation from Service and (ii) the Executive’s death (the applicable date, the “Permissible Payment Date”);
	(ii)		With respect to any amount of expenses eligible for reimbursement under Section 9, such expenses will be reimbursed by the Company within 60 calendar days (or, if applicable, on the Permissible Payment Date) following the date on which the Company receives the applicable invoice from the Executive (and approves such invoice) but in no event later than December 31 of the year following the year in which the Executive incurs the related expenses;
	(iii)		Payments delayed under Section 9 (other than the delayed settlement of equity-based awards subject to Section 409A) as a result of the application of Section 409A will not accrue interest. In no event will the reimbursements or in-kind benefits to be provided by the Company in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will the Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit; and
	(iv)		Each payment under this Agreement will be considered a “separate payment” and not of a series of payments for purposes of Section 409A.

10.

Confidential Information; Statements to Third Parties.

(a)

During the Employment Term and on a permanent basis upon and following termination of the Executive’s employment, the Executive acknowledges that:

	(i)		all information, whether or not reduced to writing (or in a form from which information can be obtained, translated, or derived into reasonably usable form) or maintained in the mind or memory of the Executive and whether compiled or created by the Company, any of its Subsidiaries or any affiliates of the Company or its Subsidiaries (collectively, the “Company Group”), which derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from the disclosure or use of such information, of a proprietary, private, secret or confidential (including, without exception, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, sales strategies, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, trademarks, service marks, copyrights (whether registered or unregistered), artwork, and contacts at or knowledge of customers or prospective customers) nature concerning the Company Group’s business, business relationships or financial affairs (collectively, “Proprietary Information”) shall be the exclusive property of the Company Group.
	(ii)		the Proprietary Information of the Company Group gained by the Executive during the Executive’s association with the Company Group was or will be developed by and/or for the Company Group through substantial expenditure of time, effort and money and constitutes valuable and unique property of the Company Group;
	(iii)		reasonable efforts have been put forth by the Company Group to maintain the secrecy of its Proprietary Information;
	(iv)		such Proprietary Information is and will remain the sole property of the Company Group; and
	(v)		any retention or use by the Executive of Proprietary Information after the termination of the Executive’s services for the Company Group or any non-renewal will constitute a misappropriation of the Company Group’s Proprietary Information.

(b)

The Executive further acknowledges and agrees that he will take all affirmative steps reasonably necessary or required by the Company to protect the Proprietary Information from inappropriate disclosure during and after his employment with the Company.